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Document and Entity Information

v2.4.0.8
Document and Entity Information (USD $)
5 Months Ended
May 31, 2014
Sep. 15, 2014
Nov. 29, 2013
Document And Entity Information      
Entity Registrant Name ECOSCIENCES, INC.    
Entity Central Index Key 0001493174    
Document Type 10-K    
Document Period End Date May 31, 2014    
Amendment Flag false    
Current Fiscal Year End Date --05-31    
Entity Well-Known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Smaller Reporting Company    
Entity Public Float     $ 56,750
Entity Common Stock, Shares Outstanding   336,751,500  
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2014    

Consolidated Balance Sheets

v2.4.0.8
Consolidated Balance Sheets (USD $)
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Current Assets      
Cash $ 19,238 $ 4,205 $ 735
Accounts receivable - net 1,298 8,226 11,443
Prepaid expenses    2,500   
Inventory 2,035 997 1,149
Total Assets 22,571 15,928 13,327
Current Liabilities      
Accounts payable and accrued liabilities 39,749 18,670 15,051
Due to related parties 10,600 10,600 10,227
Notes payable 126,732 23,732 16,295
Convertible note payable 6,177 6,177 10,995
Total Liabilities 183,258 59,179 52,568
Stockholders' Deficit      
Common Stock 500,000,000 shares authorized, $0.0001 par value; 336,751,500 shares issued and outstanding (December 31, 2013 and 2012 - 250,001,500 shares) 33,675 25,000 25,000
Additional Paid-in Capital    25 25
Deficit (194,559) (68,276) (64,266)
Total Stockholders' Deficit (160,687) (43,251) (39,241)
Total Liabilities and Stockholders' Deficit 22,571 15,928 13,327
Series A Preferred Stock [Member]
     
Stockholders' Deficit      
Preferred Stock 50,000,000 shares authorized, $0.0001 par value 177      
Series B Preferred Stock [Member]
     
Stockholders' Deficit      
Preferred Stock 50,000,000 shares authorized, $0.0001 par value $ 20      

Consolidated Balance Sheets (Parenthetical)

v2.4.0.8
Consolidated Balance Sheets (Parenthetical) (USD $)
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Common stock, par value $ 0.0001 $ 0.0001 $ 0.0001
Common stock, shares authorized 500,000,000 500,000,000 500,000,000
Common stock, shares issued 336,751,500 250,001,500 250,001,500
Common stock, shares outstanding 336,751,500 250,001,500 250,001,500
Series A Preferred Stock [Member]
     
Preferred stock, par value $ 0.0001 $ 0.0001 $ 0.0001
Preferred stock, shares authorized 50,000,000 50,000,000 50,000,000
Preferred stock, shares issued 1,768,630 0 0
Preferred stock, shares outstanding 1,768,630 0 0
Series B Preferred Stock [Member]
     
Preferred stock, par value $ 0.0001 $ 0.0001 $ 0.0001
Preferred stock, shares authorized 50,000,000 50,000,000 50,000,000
Preferred stock, shares issued 200,000 0 0
Preferred stock, shares outstanding 200,000 0 0

Consolidated Statements of Operations

v2.4.0.8
Consolidated Statements of Operations (USD $)
5 Months Ended 12 Months Ended
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Statement [Abstract]      
Revenue $ 4,238 $ 19,530 $ 17,539
Cost of sales (1,623) (5,328) (4,967)
Gross profit 2,615 14,202 12,572
Expenses      
Advertising and promotion 3,595 5,342 3,602
General and administrative 2,438 5,489 5,016
Professional fees 37,498 5,214 44,848
Transfer agent and filing fees 16,706      
Total Expenses 60,237 16,045 53,466
Net Loss Before Other Expenses (57,622) (1,843) (40,894)
Other Expenses      
Interest expense (994) (2,167) (1,461)
Net Loss $ (58,616) $ (4,010) $ (42,355)
Net Loss attributable to Ecosciences per share         
Weighted-average Common Shares Outstanding - Basic and Diluted 262,640,323 250,001,500 250,001,500

Consolidated Statement of Stockholders' Deficit

v2.4.0.8
Consolidated Statement of Stockholders' Deficit (USD $)
Common Stock [Member]
Series A Preferred Stock [Member]
Series B Preferred Stock [Member]
Additional Paid-In Capital [Member]
Deficit [Member]
Total
Balance at Dec. 31, 2011             $ (1,911) $ (1,911)
Balance, shares at Dec. 31, 2011             
Issuance of common stock for debt       25   25
Issuance of common stock for debt, shares 1,500          
Issuance of common stock for conversion of debt 25,000       (20,000) 5,000
Issuance of common stock for conversion of debt, shares 250,000,000          
Net loss         (42,355) (42,355)
Balance at Dec. 31, 2012 25,000       25 (64,266) (39,241)
Balance, shares at Dec. 31, 2012 250,001,500          
Net loss         (4,010) (4,010)
Balance at Dec. 31, 2013 25,000       25 (68,276) (43,251)
Balance, shares at Dec. 31, 2013 250,001,500          
Issuance of common stock for conversion of debt 2,500   20 22,480   25,000
Issuance of common stock for conversion of debt, shares 25,000,000   200,000      
Issuance of common stock for acquisition of Eco-logical Concepts, Inc. 6,175 200     (43,921) (37,546)
Issuance of common stock for acquisition of Eco-logical Concepts, Inc, shares 61,750,000 2,000,000        
Redemption of Series A preferred stock   (23)   (22,505) (23,746) (46,274)
Redemption of Series A preferred stock, shares   (231,370)        
Net loss         (58,616) (58,616)
Balance at May. 31, 2014 $ 33,675 $ 177 $ 20   $ (194,559) $ (160,687)
Balance, shares at May. 31, 2014 336,751,500 1,768,630 200,000      

Consolidated Statements of Cash Flows

v2.4.0.8
Consolidated Statements of Cash Flows (USD $)
5 Months Ended 12 Months Ended
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Cash Flows from Operating Activities      
Net loss $ (58,616) $ (4,010) $ (42,355)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Provision for doubtful accounts    2,437   
Changes in operating assets and liabilities:      
Accounts receivable 6,928 780 (11,443)
Prepaid expenses 2,500 (2,500)   
Inventory (1,038) 152 (1,149)
Accounts payable and accrued liabilities (9,685) 1,634 14,546
Accrued interest 1,184 1,985 465
Net Cash (Used in) Provided by Operating Activities (58,727) 478 (39,936)
Cash Flows from Investing Activities      
Cash acquired upon acquisition of On-Air Impact, Inc 34      
Net Cash Provided by Investing Activities 34      
Cash Flows from Financing Activities      
Advances from (repayments to) related parties    373 10,252
Proceeds from notes payable 95,000 25,317 14,424
Repayment of notes payable    (17,880)   
Proceeds from convertible notes payable 25,000    1,000
Repayment of convertible notes payable    (4,818) (4,005)
Redemption of Series A preferred stock (46,274)      
Net Cash Provided by Financing Activities 73,726 2,992 21,671
Change in Cash 15,033 3,470 (18,265)
Cash - Beginning of Period 4,205 735 19,000
Cash - End of Period 19,238 4,205 735
Non-cash Financing Activities:      
Common stock issued for debt       25
Common stock issued pursuant to the conversion of convertible debt 25,000    5,000
Supplemental Disclosures of Cash Flow Information:      
Interest paid    182 995
Income taxes paid         

Nature of Operations

v2.4.0.8
Nature of Operations
5 Months Ended
May 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations

1. Nature of Operations

 

Ecosciences, Inc. (formerly On-Air Impact, Inc.) (the “Company”) was incorporated in the State of Nevada on May 26, 2010. The Company was a consulting company intending to serve the sports and entertainment industry. On May 9, 2014, the Company entered into a Plan of Merger and Reorganization (“Merger Agreement”) with Eco-logical Concepts, Inc. (“Eco-logical”), a Delaware corporation, whereby every 100 shares of common stock of Eco-logical was converted into 500 shares (1 pre-split share) of common stock of the Company and each share of Series A Convertible preferred stock of Eco-logical was converted into 1 share of Series B non-convertible preferred stock of the Company. As a result of the Merger Agreement, stockholders of Eco-logical received 275,001,500 shares of common stock and 200,000 shares of Series B non-convertible preferred stock of the Company in exchange for all 55,000,250 shares of common stock and 200,000 shares of Series A preferred stock of Eco-Logical. The Merger Agreement was treated as a recapitalization of the Company for financial accounting purposes. Refer to Note 4.

 

The Company’s principal business is now focused on the development, production and sale of environmentally focused wastewater products. It currently produces organic tablets and powders to be used regularly and in lieu of harmful chemical cleaning products in grease trap and septic tank systems. The Company intends to generate revenue through the sale of tablets and powders to domestic and international customers in the food and sanitation industries as well as residential consumers.

 

On June 23, 2014, the Company completed a forward stock split of its common stock at a ratio of 500-for-1. All share and per share amounts have been restated retroactively for the stock split. Note 13.

Going Concern

v2.4.0.8
Going Concern
5 Months Ended
May 31, 2014
Going Concern  
Going Concern

2. Going Concern

 

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenue since inception and has not generated significant earnings. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of May 31, 2014, the Company has accumulated losses of $194,559 and a working capital deficit of $160,687. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

v2.4.0.8
Summary of Significant Accounting Policies
5 Months Ended
May 31, 2014
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

 

  a) Basis of Presentation

 

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Eco-logical Concepts, Inc., a company incorporated in the State of Delaware. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is May 31. These consolidated financial statements present the net assets and operations of Eco-logical Concepts, Inc. for the five months ended May 31, 2014, and the years ended December 31, 2013 and 2012 since the net assets and operations of Eco-logical Concepts, Inc. are deemed to be the continuing entity for accounting purposes under the terms of the acquisition described in Note 4. Accordingly, Eco-logical Concepts, Inc. is deemed to have acquired the net assets of Ecosciences, Inc. on May 9, 2014. The comparative figures as at and for the year ended December 31, 2013 and 2012, are those of Eco-logical Concepts, Inc. alone.

 

  b) Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

  c) Cash

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

  

  d) Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are stated at the amount billed to customers and are ordinarily due upon receipt. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Provisions for doubtful accounts are recorded when it is deemed probable that the customer will not make the required payments at either the contractual due dates or in the future. At May 31, 2014, December 31, 2013 and December 31, 2012, the Company’s accounts receivable are offset by a provision for doubtful accounts of $3,102, $2,437 and $nil, respectively.

 

  e) Inventories

 

Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) basis. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. At May 31, 2014, December 31, 2013 and December 31, 2012, the Company does not need a reserve for any obsolescence due to the current nature of the inventory items. Inventory consisted of water purification tablets and ingredients required to manufacture water purification tablets.

 

  f) Shipping and Handling Costs

 

Shipping and handling costs of $240, $718 and $1,407 are included in general and administrative expenses for the five months ended May 31, 2014, and for the years ended December 31, 2013 and 2012, respectively.

 

  g) Advertising Costs

 

The Company expenses advertising costs as incurred. Such costs totaled approximately $3,595, $5,342 and $3,602 for the five months ended May 31, 2014, and for the years ended December 31, 2013 and 2012, respectively.

 

  h) Fair Value of Financial Instruments

 

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

 

Level 1 – quoted prices for identical instruments in active markets.

 

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and.

 

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

Financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, due to related parties, loans payable and convertible notes payable. There were no transfers into or out of “Level 3” during the periods ended May 31, 2014, December 31, 2013 and December 31, 2012. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

 

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

  i) Revenue Recognition

 

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured which is typically when title transfers upon shipment.

 

  j) Income Taxes

 

The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

  k) Recent Accounting Pronouncements

 

The Company has limited operations and is considered to be in the development stage. During the five months ended May 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this Update allows the Company to remove the inception-to-date information and all references to development stage.

Acquisition of Eco-logical Concepts, Inc

v2.4.0.8
Acquisition of Eco-logical Concepts, Inc
5 Months Ended
May 31, 2014
Business Combinations [Abstract]  
Acquisition of Eco-logical Concepts, Inc

4. Acquisition of Eco-logical Concepts, Inc.

 

On May 9, 2014, the Company acquired 100% of Eco-logical in exchange for 275,001,500 shares of common stock and 200,000 shares of Series B non-convertible preferred stock (the “Merger Agreement”). Eco-logical’s past and planned future principal business is focused on the development, production and sale of environmentally focused wastewater products. It currently produces organic tablets and powders to be used regularly and in lieu of harmful chemical cleaning products in grease trap and septic tank systems. Eco-logical intends to generate revenue through the sale of tablets and powders to domestic and international customers in the food and sanitation industries as well as residential consumers.

 

The former shareholders of Eco-logical held a 96% voting control of the Company immediately following the Merger Agreement. The Merger Agreement was a capital transaction in substance and therefore has been accounted for as a reverse capitalization. Under reverse capitalization accounting, Eco-logical is considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. These consolidated financial statements include the accounts of the Company since the effective date of the recapitalization and the historical accounts of Eco-logical since inception.

 

As part of the Merger Agreement, the Company entered into a Share Exchange Agreement with a shareholder in which it agreed to exchange 5,000,000,000 shares of common stock for 2,000,000 shares of Series A convertible preferred stock. On May 12, 2014, the Company redeemed 131,370 shares of Series A convertible preferred stock in exchange for $26,274. On May 20, 2014, the Company redeemed 100,000 shares of Series A convertible preferred stock in exchange for $20,000.

 

The comparative figures as of December 31, 2013 and 2012, and for the years then ended are those of Eco-logical and Eco-logical is deemed to be the continuing entity for accounting purposes.

 

The assets acquired and liabilities assumed from Ecosciences, Inc. are as follows:

 

    May 9, 2014  
Cash   $ 34  
Accounts payable     (29,580 )
Note payable     (8,000 )
Net liabilities assumed   $ (37,546 )

Inventory

v2.4.0.8
Inventory
5 Months Ended
May 31, 2014
Inventory Disclosure [Abstract]  
Inventory

5. Inventory

 

Inventory consists of the following:

 

    May 31, 2014     December 31, 2013     December 31, 2012  
Raw Materials   $ 464     $ 92     $ 1,149  
Finished Goods     866       905        
Packaging Supplies     705              
Total   $ 2,035     $ 997     $ 1,149  

Related Party Transactions

v2.4.0.8
Related Party Transactions
5 Months Ended
May 31, 2014
Related Party Transactions [Abstract]  
Related Party Transactions

6. Related Party Transactions

 

At May 31, 2014, December 31, 2013 and December 31, 2012, the Company was indebted to the President of the Company and a company controlled by the President of the Company for $10,600, $10,600 and $10,227, respectively, for expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.

Notes Payable

v2.4.0.8
Notes Payable
5 Months Ended
May 31, 2014
Debt Disclosure [Abstract]  
Notes Payable

7. Notes Payable

 

Notes payable consist of the following:   May 31, 2014     December 31, 2013     December 31, 2012  
                   
a) Notes payable that are unsecured, non-guaranteed, non-interest bearing and due on demand.   $ 3,732     $ 3,732     $ 16,295  
                           
b) Note payable which is unsecured, non-guaranteed, and non-interest bearing. The note is due one year following the borrowing date.     8,000              
                           
c) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due 60 days following demand. At May 31, 2014, the Company owed accrued interest of $2,159.     20,000       20,000        
                           
d) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due one year following the borrowing date. At May 31, 2014, the Company owed accrued interest of $359.     95,000 *            
      $ 126,732     $ 23,732     $ 16,295  

 

  * On May 9, 2014, the Company entered into a Master Loan Agreement (the “Loan Agreement”), whereby the lender agreed, from time to time, to purchase from the Company one or more Promissory Notes for the account of the Company, provided, however, that the aggregate principal amount of all Promissory Notes then outstanding shall not exceed $500,000 and that no Event of Default has occurred and remains uncured. Amounts borrowed under the Loan Agreement are evidenced by an unsecured, non-recourse Promissory Note, bearing interest at a rate of 8% per annum, maturing on the first anniversary date thereof, and may be prepaid by the Company before the maturity date. Amounts borrowed under the Loan Agreement and repaid or prepaid may not be re-borrowed. The Loan Agreement will automatically terminate and be of no further force and effect upon the earlier to occur of (i) the satisfaction of all indebtedness, including the promissory notes and any additional indebtedness issued thereafter, between the Company and the lender and (ii) written termination notice is delivered by the Company or the lender to the other party.

Convertible Notes Payable

v2.4.0.8
Convertible Notes Payable
5 Months Ended
May 31, 2014
Debt Disclosure [Abstract]  
Convertible Notes Payable

8. Convertible Notes Payable

 

  a) On December 22, 2011, the Company entered into two Convertible Promissory Note agreements for an aggregate of $4,000. The Notes bear interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreements, the Notes are convertible into shares of common stock at a conversion price equal to $0.01 per share. At May 31, 2014, December 31, 2013 and December 31, 2012, the Company owed accrued interest of $959, $795 and $402, respectively. At May 31, 2014, December 31, 2013 and December 31, 2012, the balance owing on the two Notes was $4,000.
     
  b) On December 22, 2011, the Company entered into a Convertible Promissory Note agreement for $10,000. The Note bears interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price equal to $0.01 per share. In addition, as a condition precedent to the right to convert the debt to common stock of the Company, the holder must purchase 3,000,000 shares of common stock at $0.01 per share. On December 27, 2012, the Company repaid $4,005 towards the principal balance and $995 towards accrued interest. On April 19, 2013, the Company repaid $4,818 towards the principal balance and $182 towards accrued interest. At May 31, 2014, December 31, 2013 and December 31, 2012, the Company owed accrued interest of $129, $80 and $25, respectively. At May 31, 2014, December 31, 2013 and December 31, 2012, the balance owing on the Note was $1,177, $1,177 and $5,995, respectively.

 

  c) On December 28, 2011, the Company entered into two Convertible Promissory Note agreements for an aggregate of $6,000. The Notes bear interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreements, the Notes are convertible into shares of common stock at a conversion price equal to $0.0001 per share. On October 27, 2012, the Company issued 50,000,000 shares of common stock of Eco-logical upon the conversion of the principal amount of $5,000. At May 31, 2014, December 31, 2013 and December 31, 2012, the Company owed accrued interest of $238, 197 and $99, respectively. At May 31, 2014, December 31, 2013 and December 31, 2012, the balance owing on the two Notes was $1,000.
     
  d) On May 8, 2014, the Company entered into a Convertible Promissory Note agreement for $25,000. The Note bears interest at 8% per annum, and the principal amount and any interest thereon are due on May 8, 2015. On May 9, 2014, the Company issued 5,000,000 shares of common stock and 200,000 shares of Series A preferred stock of Eco-logical upon the conversion of the principal amount of $25,000.

Common Stock

v2.4.0.8
Common Stock
5 Months Ended
May 31, 2014
Stockholders' Equity Note [Abstract]  
Common Stock

9. Common Stock

 

  a) On October 27, 2012, the Company issued 50,000,000 shares of common stock of Eco-logical upon the conversion of $5,000 of convertible notes (Note 8(c)).
     
  b) On May 9, 2014, the Company issued 5,000,000 shares of common stock of Eco-logical upon the conversion of $25,000 of convertible notes (Note 8(d)).
     
  c) On May 9, 2014, the Company completed a Plan of Merger and Reorganization whereby the Company acquired 100% of the issued and outstanding common shares of Eco-logical. As part of the agreement, the Company issued 275,001,500 shares of common stock to the shareholders of Eco-logical (Note 4).

Preferred Stock

v2.4.0.8
Preferred Stock
5 Months Ended
May 31, 2014
Equity [Abstract]  
Preferred Stock

10. Preferred Stock

 

  a) On December 10, 2012, the Company designated 4,000,000 shares of preferred stock as Series A convertible preferred stock. The holders of the Series A convertible preferred stock may elect to convert their shares at any time and from time to time in their sole discretion. Each share of Series A preferred stock is redeemable at the option of the Company for $0.20 per share and is convertible into 20 shares of common stock of the Company; provided, however, that the holder is prohibited from converting such number of shares of Series A Preferred Stock that would result in the stockholder beneficially owning more than 9.9% of the common stock of the Company. The holders of the Series A preferred stock shall vote only on a share for share basis with the Company’s common stock.
     
  b) On May 9, 2014, the Company issued 200,000 shares of Series B non-convertible preferred stock to a shareholder of Eco-logical pursuant to a Plan of Merger and Reorganization (Note 4). The holder of the Series B non-convertible preferred stock shall vote together with the shares of common stock as a single class and, regardless of the number of shares of Series B non-convertible preferred stock outstanding and as long as at least one of such shares of Series B non-convertible preferred stock is outstanding, shall represent 80% of all votes entitled to vote. Each outstanding share of the Series B non-convertible preferred stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B non-convertible preferred stock.
     
  c) As part of the merger, the Company entered into a Share Exchange Agreement with a shareholder in which it agreed to exchange 5,000,000,000 shares of common stock for 2,000,000 shares of Series A convertible preferred stock.
     
  d) As part of the merger, the Company redeemed 131,370 shares of Series A convertible preferred stock in exchange for $26,274.
     
  e) On May 20, 2014, the Company redeemed 100,000 shares of Series A convertible preferred stock in exchange for $20,000.

Concentrations

v2.4.0.8
Concentrations
5 Months Ended
May 31, 2014
Risks and Uncertainties [Abstract]  
Concentrations

11. Concentrations

 

The Company’s revenues and receivables were concentrated among three customers as of May 31, 2014, December 31, 2013 and December 31, 2012:

 

December 31, 2012:

 

Customer     2012 Revenue     2012 Receivables  
1       62 %     96 %
2       20 %     *  
3       12 %     *  

 

December 31, 2013:

 

Customer     2013 Revenue     2013 Receivables  
1       53 %     81 %
2       25 %     *  
3       16 %     *  

 

May 31, 2014:

 

Customer     2014 Revenue     2014 Receivables  
1       60 %     65 %
2       29 %     11 %
3       11 %     11 %

 

* not greater than 10%

Income Taxes

v2.4.0.8
Income Taxes
5 Months Ended
May 31, 2014
Income Tax Disclosure [Abstract]  
Income Taxes

12. Income Taxes

 

The potential benefit of net operating losses have not been recognized in the financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years. The Company did not incur any income tax expense for the five months ended May 31, 2014, and for the years ended December 31, 2013 and 2012. At May 31, 2014, approximately $105,000 of federal and state net operating losses were available to the Company to offset future taxable income, which will expire commencing in 2032. Given the short history of the Company and the uncertainty as to the likelihood of future taxable income, the Company has recorded a 100% valuation reserve against the anticipated recovery from the use of the net operating losses created at the inception or generated thereafter. The Company will evaluate the appropriateness of the valuation allowance on an annual basis and adjust the allowance as considered necessary.

Subsequent Events

v2.4.0.8
Subsequent Events
5 Months Ended
May 31, 2014
Subsequent Events [Abstract]  
Subsequent Events

13. Subsequent Events

 

  a) On June 6, 2014, the Company sold a one-year promissory note to Bacarat under the Loan Agreement for the principal amount of $30,000, bearing interest at the rate of 8% per annum and maturing on the one year anniversary of the date thereof. The Company may prepay all or any portion of the promissory note at any time and form time without premium or penalty. Any such prepayment shall first be applied against the installments of principal due under the note in the inverse order of their maturity and shall be accompanied by payment of accrued interest on the amount prepaid to the date of prepayment.
     
  b) On June 9, 2014, the Company entered into a Share Redemption Agreement with Edward Whitehouse pursuant to which the Company redeemed 100,000 shares of Series A Convertible Preferred Stock for $20,000.
     
  c) Effective June 23, 2014, the Articles of Incorporation were amended to increase the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares and authorized shares of preferred stock from 10,000,000 shares to 50,000,000 shares.
     
  d) On June 23, 2014, the Company completed a forward stock split of its common stock at a ratio of 500-for-1. All share and per share amounts have been restated retroactively for the stock split.
     
  e) On August 11, 2014, the Company sold a one-year promissory note to Bacarat under the Loan Agreement for the principal amount of $25,000, bearing interest at the rate of 8% per annum and maturing on the one year anniversary of the date thereof. The Company may prepay all or any portion of the promissory note at any time and form time without premium or penalty. Any such prepayment shall first be applied against the installments of principal due under the note in the inverse order of their maturity and shall be accompanied by payment of accrued interest on the amount prepaid to the date of prepayment.

 

  f) On August 12, 2014, the Company entered into a Share Redemption Agreement with Edward Whitehouse pursuant to which the Company redeemed 100,000 shares of Series A Convertible Preferred Stock for $20,000.
     
  g) On August 21, 2014, the Company entered into a Share Redemption Agreement with Edward Whitehouse pursuant to which the Company redeemed 50,000 shares of Series A Convertible Preferred Stock for $10,000.
     
  h) On August 18, 2014, the Company sold a one-year promissory note to Bacarat under the Loan Agreement for the principal amount of $10,000, bearing interest at the rate of 8% per annum and maturing on the one year anniversary of the date thereof. The Company may prepay all or any portion of the promissory note at any time and form time without premium or penalty. Any such prepayment shall first be applied against the installments of principal due under the note in the inverse order of their maturity and shall be accompanied by payment of accrued interest on the amount prepaid to the date of prepayment.
     
  i) On August 25, 2014, the Company sold a one-year promissory note to Bacarat under the Loan Agreement for the principal amount of $10,000, bearing interest at the rate of 8% per annum and maturing on the one year anniversary of the date thereof. The Company may prepay all or any portion of the promissory note at any time and form time without premium or penalty. Any such prepayment shall first be applied against the installments of principal due under the note in the inverse order of their maturity and shall be accompanied by payment of accrued interest on the amount prepaid to the date of prepayment.
     
  j) On August 26, 2014, the Company sold a one-year promissory note to unaffiliated third party for the principal amount of $2,500, bearing interest at the rate of 8% per annum and maturing on the one year anniversary of the date thereof. The Company may prepay all or any portion of the promissory note at any time and form time without premium or penalty. Any such prepayment shall first be applied against the installments of principal due under the note in the inverse order of their maturity and shall be accompanied by payment of accrued interest on the amount prepaid to the date of prepayment.
     
  k) On September 4, 2014, the Company entered into a Share Redemption Agreement with Edward Whitehouse pursuant to which the Company redeemed 50,000 shares of Series A Convertible Preferred Stock for $10,000.

 

Transition Period Comparative Data (Unaudited)

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Transition Period Comparative Data (Unaudited)
5 Months Ended
May 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Transition Period Comparative Data

14. Transition Period Comparative Data (unaudited)

 

The following tables present certain financial information for the five months ended May 31, 2013:

 

Statement of Operations

 

      Five Months  
      Ended  
      May 31, 2013  
Revenue   $ 3,015  
Cost of sales     (941 )
Gross Profit     2,074  
         
Expenses        
Advertising and promotion     5,011  
General and administrative     2,018  
Total Expenses     7,029  
Net Loss Before Other Expenses     (4,956 )
         
Other Expenses        
Interest expense     (301 )
         
Net Loss   $ (5,256 )
         
Net Loss Per Share   $  
Weighted-average Common Shares Outstanding - Basic and Diluted     250,001,500  

 

Statement of Cash Flows

 

    Five Months
Ended
May 31, 2013
 
Cash Flows from Operating Activities        
         
Net loss   $ (5,256 )
         
Changes in operating assets and liabilities:        
Accounts receivable     9,613  
Inventory     105  
Accounts payable and accrued liabilities     (7,616 )
Accrued interest     (310 )
Net Cash Used in Operating Activities     (3,464 )
         
Cash Flows from Financing Activities        
         
Advances from related parties     443  
Proceeds from notes payable     25,316  
Repayment of notes payable     (17,880 )
Repayment of convertible notes payable     (4,818 )
Net Cash Provided by Financing Activities     3,061  
         
Change in Cash     (403 )
         
Cash - Beginning of Period     735  
Cash - End of Period   $ 332  
         
Supplemental Disclosures of Cash Flow Information:        
Interest paid   $ 182  
Income taxes paid   $  

Summary of Significant Accounting Policies (Policies)

v2.4.0.8
Summary of Significant Accounting Policies (Policies)
5 Months Ended
May 31, 2014
Accounting Policies [Abstract]  
Basis of Presentation

  a) Basis of Presentation

 

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Eco-logical Concepts, Inc., a company incorporated in the State of Delaware. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is May 31. These consolidated financial statements present the net assets and operations of Eco-logical Concepts, Inc. for the five months ended May 31, 2014, and the years ended December 31, 2013 and 2012 since the net assets and operations of Eco-logical Concepts, Inc. are deemed to be the continuing entity for accounting purposes under the terms of the acquisition described in Note 4. Accordingly, Eco-logical Concepts, Inc. is deemed to have acquired the net assets of Ecosciences, Inc. on May 9, 2014. The comparative figures as at and for the year ended December 31, 2013 and 2012, are those of Eco-logical Concepts, Inc. alone.

Use of Estimates

  b) Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

  c) Cash

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

  d) Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are stated at the amount billed to customers and are ordinarily due upon receipt. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Provisions for doubtful accounts are recorded when it is deemed probable that the customer will not make the required payments at either the contractual due dates or in the future. At May 31, 2014, December 31, 2013 and December 31, 2012, the Company’s accounts receivable are offset by a provision for doubtful accounts of $3,102, $2,437 and $nil, respectively.

Inventories

  e) Inventories

 

Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) basis. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. At May 31, 2014, December 31, 2013 and December 31, 2012, the Company does not need a reserve for any obsolescence due to the current nature of the inventory items. Inventory consisted of water purification tablets and ingredients required to manufacture water purification tablets.

Shipping and Handling Costs

  f) Shipping and Handling Costs

 

Shipping and handling costs of $240, $718 and $1,407 are included in general and administrative expenses for the five months ended May 31, 2014, and for the years ended December 31, 2013 and 2012, respectively.

Advertising Costs

  g) Advertising Costs

 

The Company expenses advertising costs as incurred. Such costs totaled approximately $3,595, $5,342 and $3,602 for the five months ended May 31, 2014, and for the years ended December 31, 2013 and 2012, respectively.

Fair Value of Financial Instruments

  h) Fair Value of Financial Instruments

 

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

 

Level 1 – quoted prices for identical instruments in active markets.

 

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and.

 

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

Financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, due to related parties, loans payable and convertible notes payable. There were no transfers into or out of “Level 3” during the periods ended May 31, 2014, December 31, 2013 and December 31, 2012. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

 

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Revenue Recognition

  i) Revenue Recognition

 

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured which is typically when title transfers upon shipment.

Income Taxes

  j) Income Taxes

 

The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Recent Accounting Pronouncements

  k) Recent Accounting Pronouncements

 

The Company has limited operations and is considered to be in the development stage. During the five months ended May 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this Update allows the Company to remove the inception-to-date information and all references to development stage.

Acquisition of Eco-logical Concepts, Inc (Tables)

v2.4.0.8
Acquisition of Eco-logical Concepts, Inc (Tables)
5 Months Ended
May 31, 2014
Business Combinations [Abstract]  
Summary of Assets Acquired and Liabilities Assumed

The assets acquired and liabilities assumed from Ecosciences, Inc. are as follows:

 

    May 9, 2014  
Cash   $ 34  
Accounts payable     (29,580 )
Note payable     (8,000 )
Net liabilities assumed   $ (37,546 )

Inventory (Tables)

v2.4.0.8
Inventory (Tables)
5 Months Ended
May 31, 2014
Inventory Disclosure [Abstract]  
Summary of Components of Inventory

Inventory consists of the following:

 

    May 31, 2014     December 31, 2013     December 31, 2012  
Raw Materials   $ 464     $ 92     $ 1,149  
Finished Goods     866       905        
Packaging Supplies     705              
Total   $ 2,035     $ 997     $ 1,149  

Notes Payable (Tables)

v2.4.0.8
Notes Payable (Tables)
5 Months Ended
May 31, 2014
Debt Disclosure [Abstract]  
Schedule of Notes Payable

Notes payable consist of the following:   May 31, 2014     December 31, 2013     December 31, 2012  
                   
a) Notes payable that are unsecured, non-guaranteed, non-interest bearing and due on demand.   $ 3,732     $ 3,732     $ 16,295  
                           
b) Note payable which is unsecured, non-guaranteed, and non-interest bearing. The note is due one year following the borrowing date.     8,000              
                           
c) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due 60 days following demand. At May 31, 2014, the Company owed accrued interest of $2,159.     20,000       20,000        
                           
d) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due one year following the borrowing date. At May 31, 2014, the Company owed accrued interest of $359.     95,000 *            
      $ 126,732     $ 23,732     $ 16,295  

 

  * On May 9, 2014, the Company entered into a Master Loan Agreement (the “Loan Agreement”), whereby the lender agreed, from time to time, to purchase from the Company one or more Promissory Notes for the account of the Company, provided, however, that the aggregate principal amount of all Promissory Notes then outstanding shall not exceed $500,000 and that no Event of Default has occurred and remains uncured. Amounts borrowed under the Loan Agreement are evidenced by an unsecured, non-recourse Promissory Note, bearing interest at a rate of 8% per annum, maturing on the first anniversary date thereof, and may be prepaid by the Company before the maturity date. Amounts borrowed under the Loan Agreement and repaid or prepaid may not be re-borrowed. The Loan Agreement will automatically terminate and be of no further force and effect upon the earlier to occur of (i) the satisfaction of all indebtedness, including the promissory notes and any additional indebtedness issued thereafter, between the Company and the lender and (ii) written termination notice is delivered by the Company or the lender to the other party.

Concentrations (Tables)

v2.4.0.8
Concentrations (Tables)
5 Months Ended
May 31, 2014
Risks and Uncertainties [Abstract]  
Schedule of Concentration of Companys Revenues and Receivables

The Company’s revenues and receivables were concentrated among three customers as of May 31, 2014, December 31, 2013 and December 31, 2012:

 

December 31, 2012:

 

Customer     2012 Revenue     2012 Receivables  
1       62 %     96 %
2       20 %     *  
3       12 %     *  

 

December 31, 2013:

 

Customer     2013 Revenue     2013 Receivables  
1       53 %     81 %
2       25 %     *  
3       16 %     *  

 

May 31, 2014:

 

Customer     2014 Revenue     2014 Receivables  
1       60 %     65 %
2       29 %     11 %
3       11 %     11 %

 

* not greater than 10%

Transition Period Comparative Data (Unaudited) (Tables)

v2.4.0.8
Transition Period Comparative Data (Unaudited) (Tables)
5 Months Ended
May 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Statement of Operations Related to Transition Period

The following tables present certain financial information for the five months ended May 31, 2013:

 

Statement of Operations

 

      Five Months  
      Ended  
      May 31, 2013  
Revenue   $ 3,015  
Cost of sales     (941 )
Gross Profit     2,074  
         
Expenses        
Advertising and promotion     5,011  
General and administrative     2,018  
Total Expenses     7,029  
Net Loss Before Other Expenses     (4,956 )
         
Other Expenses        
Interest expense     (301 )
         
Net Loss   $ (5,256 )
         
Net Loss Per Share   $  
Weighted-average Common Shares Outstanding - Basic and Diluted     250,001,500  
Statement of Cash Flows Related to Transition Period

Statement of Cash Flows

 

    Five Months
Ended
May 31, 2013
 
Cash Flows from Operating Activities        
         
Net loss   $ (5,256 )
         
Changes in operating assets and liabilities:        
Accounts receivable     9,613  
Inventory     105  
Accounts payable and accrued liabilities     (7,616 )
Accrued interest     (310 )
Net Cash Used in Operating Activities     (3,464 )
         
Cash Flows from Financing Activities        
         
Advances from related parties     443  
Proceeds from notes payable     25,316  
Repayment of notes payable     (17,880 )
Repayment of convertible notes payable     (4,818 )
Net Cash Provided by Financing Activities     3,061  
         
Change in Cash     (403 )
         
Cash - Beginning of Period     735  
Cash - End of Period   $ 332  
         
Supplemental Disclosures of Cash Flow Information:        
Interest paid   $ 182  
Income taxes paid   $  

Nature of Operations (Details Narrative)

v2.4.0.8
Nature of Operations (Details Narrative)
0 Months Ended 5 Months Ended 0 Months Ended 5 Months Ended 12 Months Ended
Jun. 23, 2014
May 09, 2014
May 09, 2014
Oct. 27, 2012
May 09, 2014
Series B Non-convertible Preferred Stock [Member]
May 09, 2014
Series A Preferred Stock [Member]
May 31, 2014
Series A Preferred Stock [Member]
May 09, 2014
Common Stock [Member]
May 31, 2014
Common Stock [Member]
Dec. 31, 2012
Common Stock [Member]
Common stock of Eco-logical, shares converted   100 5,000,000 50,000,000       500 25,000,000 250,000,000
Conversion of common stock, description  

each share of Series A Convertible preferred stock of Eco-logical was converted into 1 share of Series B non-convertible preferred stock of the Company

               
Shares received by stockholders upon Merger Agreement         200,000     275,001,500    
Shares exchanged           200,000 20 55,000,250    
Forward stock split 500-for-1                  

Going Concern (Details Narrative)

v2.4.0.8
Going Concern (Details Narrative) (USD $)
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Going Concern      
Accumulated losses $ (194,559) $ (68,276) $ (64,266)
Working capital deficit $ 160,687    

Summary of Significant Accounting Policies (Details Narrative)

v2.4.0.8
Summary of Significant Accounting Policies (Details Narrative) (USD $)
5 Months Ended 12 Months Ended
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Accounting Policies [Abstract]      
Provision for doubtful accounts $ 3,102 $ 2,437   
Shipping and handling costs 240 718 1,407
Advertising costs $ 3,595 $ 5,342 $ 3,602

Acquisition of Eco-logical Concepts, Inc. (Details Narrative)

v2.4.0.8
Acquisition of Eco-logical Concepts, Inc. (Details Narrative) (USD $)
5 Months Ended 0 Months Ended
May 31, 2014
May 09, 2014
May 09, 2014
Former Shareholders of Eco-Logical [Member]
May 09, 2014
Series B Non-convertible Preferred Stock [Member]
May 20, 2014
Series A Convertible Preferred Stock [Member]
May 12, 2014
Series A Convertible Preferred Stock [Member]
May 09, 2014
Series A Convertible Preferred Stock [Member]
Merger Agreement [Member]
May 09, 2014
Common Stock [Member]
May 09, 2014
Common Stock [Member]
Merger Agreement [Member]
Common stock received by stockholders upon Merger Agreement       200,000       275,001,500  
Percentage of voting control   100.00%              
Percentage of voting control held before the acquisition date   100.00% 96.00%            
Shares exchanged               55,000,250 5,000,000,000
Shares issued             2,000,000    
Redemption of preferred stock, shares         100,000 131,370      
Redemption of preferred stock, value $ (46,274)       $ 20,000 $ 26,274      

Acquisition of Eco-logical Concepts, Inc. - Summary of Assets Acquired and Liabilities Assumed (Details)

v2.4.0.8
Acquisition of Eco-logical Concepts, Inc. - Summary of Assets Acquired and Liabilities Assumed (Details) (USD $)
May 09, 2014
Business Combinations [Abstract]  
Cash $ 34
Accounts payable (29,580)
Notes payable (8,000)
Net liabilities assumed $ (37,546)

Inventory - Summary of Components of Inventory (Details)

v2.4.0.8
Inventory - Summary of Components of Inventory (Details) (USD $)
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Inventory Disclosure [Abstract]      
Raw Materials $ 464 $ 92 $ 1,149
Finished Goods 866 905   
Packaging Supplies 705      
Total $ 2,035 $ 997 $ 1,149

Related Party Transactions (Details Narrative)

v2.4.0.8
Related Party Transactions (Details Narrative) (President [Member], USD $)
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
President [Member]
     
Indebtedness to president $ 10,600 $ 10,600 $ 10,227

Notes Payable - Schedule of Notes Payable (Details)

v2.4.0.8
Notes Payable - Schedule of Notes Payable (Details) (USD $)
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Notes payable $ 126,732 $ 23,732 $ 16,295
Notes Payable That Are Unsecured, Non-Guaranteed, Non-Interest Bearing And Due On Demand [Member]
     
Notes payable 3,732 3,732 16,295
Note Payable Which Is Unsecured, Non-Guaranteed, And Non-Interest Bearing. The Note Is Due One Year Following The Borrowing Date [Member]
     
Notes payable 8,000      
Note Payable Which Is Unsecured, Non-Guaranteed, And Bears Interest At 10% Per Annum. The Note Is Due 60 Days Following Demand. At May 31, 2014, The Company Owed Accrued Interest Of $2,159 [Member]
     
Notes payable 20,000 20,000   
NotNote Payable Which Is Unsecured, Non-Guaranteed, And Bears Interest At 8% Per Annum. The Note Is Due One Year Following The Borrowing Date. At May 31, 2014, The Company Owed Accrued Interest Of $359 [Member]
     
Notes payable $ 95,000 [1]      
[1] On May 9, 2014, the Company entered into a Master Loan Agreement (the "Loan Agreement"), whereby the lender agreed, from time to time, to purchase from the Company one or more Promissory Notes for the account of the Company, provided, however, that the aggregate principal amount of all Promissory Notes then outstanding shall not exceed $500,000 and that no Event of Default has occurred and remains uncured. Amounts borrowed under the Loan Agreement are evidenced by an unsecured, non-recourse Promissory Note, bearing interest at a rate of 8% per annum, maturing on the first anniversary date thereof, and may be prepaid by the Company before the maturity date. Amounts borrowed under the Loan Agreement and repaid or prepaid may not be re-borrowed. The Loan Agreement will automatically terminate and be of no further force and effect upon the earlier to occur of (i) the satisfaction of all indebtedness, including the promissory notes and any additional indebtedness issued thereafter, between the Company and the lender and (ii) written termination notice is delivered by the Company or the lender to the other party.

Notes Payable - Schedule of Notes Payable (Details) (Parenthetical)

v2.4.0.8
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) (USD $)
May 31, 2014
Dec. 31, 2013
Note Payable Which Is Unsecured, Non-Guaranteed, And Bears Interest At 10% Per Annum. The Note Is Due 60 Days Following Demand. At May 31, 2014, The Company Owed Accrued Interest Of $2,159 [Member]
   
Notes payable, interest rate, stated per share 10.00% 10.00%
Accrued interest $ 2,159  
NotNote Payable Which Is Unsecured, Non-Guaranteed, And Bears Interest At 8% Per Annum. The Note Is Due One Year Following The Borrowing Date. At May 31, 2014, The Company Owed Accrued Interest Of $359 [Member]
   
Notes payable, interest rate, stated per share 8.00%  
Accrued interest 359  
Maximum aggregate principal amount of Promissory Notes $ 500,000  

Convertible Notes Payable (Details Narrative)

v2.4.0.8
Convertible Notes Payable (Details Narrative) (USD $)
5 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
May 31, 2014
Convertible Notes Payable [Member]
Dec. 31, 2013
Convertible Notes Payable [Member]
Dec. 31, 2012
Convertible Notes Payable [Member]
Dec. 22, 2011
Convertible Notes Payable [Member]
Apr. 19, 2013
Convertible Notes Payable Two [Member]
Dec. 27, 2012
Convertible Notes Payable Two [Member]
Dec. 22, 2011
Convertible Notes Payable Two [Member]
May 31, 2014
Convertible Notes Payable Two [Member]
Dec. 31, 2013
Convertible Notes Payable Two [Member]
Dec. 31, 2012
Convertible Notes Payable Two [Member]
Oct. 22, 2012
Convertible Notes Payable Three [Member]
May 31, 2014
Convertible Notes Payable Three [Member]
Dec. 31, 2013
Convertible Notes Payable Three [Member]
Dec. 31, 2012
Convertible Notes Payable Three [Member]
Dec. 28, 2011
Convertible Notes Payable Three [Member]
May 09, 2014
Convertible Notes Payable Four [Member]
May 07, 2014
Convertible Notes Payable Four [Member]
May 09, 2014
Convertible Notes Payable Four [Member]
Series A Convertible Preferred Stock [Member]
May 09, 2014
Convertible Notes Payable Four [Member]
Common Stock [Member]
Convertible Promissory Note, aggregate amount             $ 4,000     $ 10,000               $ 6,000   $ 25,000    
Notes bear interest rate, per annum             10.00%     10.00%               10.00%   8.00%    
Conversion price, per share             $ 0.01     $ 0.01               $ 0.0001        
Accrued interest       959 795 402         129 80 25   238 197 99          
Convertible notes payable       4,000 4,000 4,000         1,177 1,177 5,995   1,000 1,000 1,000          
Condition on convertion of debt to common stock                  

In addition, as a condition precedent to the right to convert the debt to common stock of the Company, the holder must purchase 3,000,000 shares of common stock at $0.01 per share.

                       
Convertible notes payable, repayment towards principal balance               4,818 4,005                          
Convertible notes payable, repayment towards accrued interest               182 995                          
Shares issued upon conversion of debt                           50,000,000             200,000 5,000,000
Conversion of principal amount $ 25,000    $ 5,000                     $ 5,000         $ 25,000      

Common Stock (Details Narrative)

v2.4.0.8
Common Stock (Details Narrative) (USD $)
0 Months Ended
May 09, 2014
May 09, 2014
Oct. 27, 2012
Common stock, shares issued 100 5,000,000 50,000,000
Stock converted into convertible notes   $ 25,000 $ 5,000
Percentage of acquisiton 100.00% 100.00%  
Eco-logical [Member]
     
Stock issued during period, shares 275,001,500    

Preferred Stock (Details Narrative)

v2.4.0.8
Preferred Stock (Details Narrative) (USD $)
0 Months Ended 5 Months Ended 5 Months Ended 0 Months Ended 5 Months Ended 5 Months Ended
May 09, 2014
May 20, 2014
Series A Convertible Preferred Stock [Member]
May 31, 2014
Series A Convertible Preferred Stock [Member]
May 09, 2014
Eco-logical [Member]
Series B Non-convertible Preferred Stock [Member]
Dec. 10, 2012
Series A Convertible Preferred Stock [Member]
May 31, 2014
Series A Convertible Preferred Stock [Member]
Shares Exchange Agreement [Member]
May 09, 2014
Series A Preferred Stock [Member]
May 31, 2014
Series A Preferred Stock [Member]
Dec. 31, 2013
Series A Preferred Stock [Member]
Dec. 31, 2012
Series A Preferred Stock [Member]
May 31, 2014
Common Stock [Member]
Shares Exchange Agreement [Member]
Number of convertible preferred stock, shares designated         4,000,000            
prefered stock redeemable per share               $ 0.20      
Stock converted into common stock             200,000 20      
Minimum percentage of stock owning by stockholder               9.90%      
Preferred stock, shares issued       200,000       1,768,630 0 0  
Voting interest percentage 100.00%     80.00%              
Number of shares exchanged for other non cash instrument           2,000,000         5,000,000,000
Redeemed shares in exchange, Shares   100,000 131,370                
Redeemed shares in exchange   $ 20,000 $ 26,274                

Concentrations - Schedule of Concentration of Companys Revenues and Receivables (Details)

v2.4.0.8
Concentrations - Schedule of Concentration of Companys Revenues and Receivables (Details)
5 Months Ended 12 Months Ended
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Customer 1 [Member]
     
Concentrations, Revenue 60.00% 53.00% 62.00%
Concentration, Receivables 65.00% 81.00% 96.00%
Customer 2 [Member]
     
Concentrations, Revenue 29.00% 25.00% 20.00%
Concentration, Receivables 11.00%    [1]    [1]
Customer 3 [Member]
     
Concentrations, Revenue 11.00% 16.00% 12.00%
Concentration, Receivables 11.00%    [1]    [1]
[1] * not greater than 10%.

Income Taxes (Details Narrative)

v2.4.0.8
Income Taxes (Details Narrative) (USD $)
5 Months Ended
May 31, 2014
Income Tax Disclosure [Abstract]  
Net operating losses, Federal $ 105,000
Net operating losses, State $ 105,000
Operating loss, expiration description Expire commencing in 2032.
percentage of valuation reserve against the anticipated recovery 100.00%

Subsequent Events (Details Narrative)

v2.4.0.8
Subsequent Events (Details Narrative) (USD $)
0 Months Ended 0 Months Ended 0 Months Ended
Jun. 23, 2014
May 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Jun. 23, 2014
Subsequent Event [Member]
Jun. 23, 2014
Subsequent Event [Member]
Minimum [Member]
Jun. 23, 2014
Subsequent Event [Member]
Maximum [Member]
Sep. 04, 2014
Subsequent Event [Member]
Edward Whitehouse [Member]
Series A Convertible Preferred Stock [Member]
Aug. 21, 2014
Subsequent Event [Member]
Edward Whitehouse [Member]
Series A Convertible Preferred Stock [Member]
Aug. 12, 2014
Subsequent Event [Member]
Edward Whitehouse [Member]
Series A Convertible Preferred Stock [Member]
Jun. 09, 2014
Subsequent Event [Member]
Edward Whitehouse [Member]
Series A Convertible Preferred Stock [Member]
Jun. 06, 2014
Subsequent Event [Member]
Promissory Note One [Member]
Aug. 11, 2014
Subsequent Event [Member]
Promissory Note Two [Member]
Aug. 18, 2014
Subsequent Event [Member]
Promissory Note Three [Member]
Aug. 25, 2014
Subsequent Event [Member]
Promissory Note Four [Member]
Aug. 26, 2014
Subsequent Event [Member]
Promissory Note Five [Member]
Notes principal amount                       $ 30,000 $ 25,000 $ 10,000 $ 10,000 $ 2,500
Notes bearing interest rate                       8.00% 8.00% 8.00% 8.00% 8.00%
Redeemed shares, Shares               50,000 50,000 100,000 100,000          
Redeemed shares               $ 10,000 $ 10,000 $ 20,000 $ 20,000          
Common stock, shares authorized   500,000,000 500,000,000 500,000,000   100,000,000 500,000,000                  
Preferred stock, shares authorized           10,000,000 50,000,000                  
Forward stock split 500-for-1      

500-for-1

                     

Transition Period Comparitive Data (Unaudited) - Statement of Operations Related to Transition Period (Details)

v2.4.0.8
Transition Period Comparitive Data (Unaudited) - Statement of Operations Related to Transition Period (Details) (USD $)
5 Months Ended 12 Months Ended
May 31, 2014
May 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Revenue $ 4,238 $ 3,015 $ 19,530 $ 17,539
Cost of sales (1,623) (941) (5,328) (4,967)
Gross profit 2,615 2,074 14,202 12,572
Advertising and promotion 3,595 5,011 5,342 3,602
General and administrative 2,438 2,018 5,489 5,016
Total Expenses 60,237 7,029 16,045 53,466
Net Loss Before Other Expenses (57,622) (4,956) (1,843) (40,894)
Interest expense   (301)    
Net Loss $ (58,616) $ (5,256) $ (4,010) $ (42,355)
Net Loss Per Share            
Weighted-average Common Shares Outstanding - Basic and Diluted 262,640,323 250,001,500 250,001,500 250,001,500

Transition Period Comparitive Data (Unaudited) - Statement of Cash Flows Related to Transition Period (Details)

v2.4.0.8
Transition Period Comparitive Data (Unaudited) - Statement of Cash Flows Related to Transition Period (Details) (USD $)
5 Months Ended 12 Months Ended
May 31, 2014
May 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Net loss $ (58,616) $ (5,256) $ (4,010) $ (42,355)
Accounts receivable 6,928 9,613 780 (11,443)
Inventory (1,038) 105 152 (1,149)
Accounts payable and accrued liabilities (9,685) (7,616) 1,634 14,546
Accrued interest 1,184 (310) 1,985 465
Net Cash Used in Operating Activities (58,727) (3,464) 478 (39,936)
Advances from related parties    443 373 10,252
Proceeds from notes payable 95,000 25,316 25,317 14,424
Repayment of notes payable    (17,880) (17,880)   
Repayment of convertible notes payable    (4,818) (4,818) (4,005)
Net Cash Provided by Financing Activities 73,726 3,061 2,992 21,671
Change in Cash 15,033 (403) 3,470 (18,265)
Cash - Beginning of Period 4,205 735 735 19,000
Cash - End of Period 19,238 332 4,205 735
Interest paid    182 182 995
Income taxes paid